For entrepreneurs and directors who want to structure their company, shareholder relations, and decision-making on a legally sound basis.
Corporate law governs the structure, management, and shareholder relations within your company — from incorporation and governance to directors' liability and shareholder disputes. Our lawyers and in-house counsel assist both international corporations and the local entrepreneur: practical and legally astute.
Corporate lawyers and in-house counsel in one team.Practical specialist legal assistance for entrepreneurs.
Active for SMEs and corporates — from large corporations to the baker on the corner.Practical specialist legal assistance for entrepreneurs.
Core themes: shareholders, management, governance and disputes.Practical specialist legal assistance for entrepreneurs.
Specialist corporate law advice from €155 per hour excl. VAT.Clarity regarding the process, approach, and next steps.
We worked for, among others:
We worked for, among others:
Expertise within Corporate Law
Choose the topic that best matches your question. Our corporate law practice group covers, among other things, mergers and acquisitions, shareholders' agreements, financing and securities, corporate governance, restructuring and WHOA, insolvency and bankruptcy, shareholder disputes, partner disputes, directors' liability, and business succession. If you are unsure which route is appropriate, you can also discuss your situation with us first.
Shareholder disputes
Conflicts between shareholders almost always affect both the mutual relationship and the continuity of the company. We advise and litigate for majority and minority shareholders, directors, investors, and family shareholders in disputes regarding decision-making, dividends, information, appointment, exit, valuation, and breach of the shareholders' agreement. Our lawyers and in-house counsel are familiar with dispute resolution procedures, inquiry proceedings, and the full spectrum of amicable settlement routes, and where possible, opt for a pragmatic outcome without losing sight of the litigation position.
A claim or disciplinary complaint affects both your reputation and your professional practice. We advise and litigate for lawyers, notaries, accountants, tax advisors, real estate agents, medical specialists, and other professionals in civil professional liability and disciplinary proceedings. Our lawyers and in-house counsel understand the interplay between civil and disciplinary law and rigorously assess the position, evidence, and strategy before responding on the merits.
Are you facing personal liability as a director, or do you want to know what risks you face? We assess the basis, facts, evidentiary position, and potential defenses against claims from creditors, bankruptcy trustees, shareholders, or the company itself. Our lawyers and in-house counsel are familiar with the interplay between Article 2:9 of the Dutch Civil Code (internal liability), Article 6:162 of the Dutch Civil Code (external unlawful act), and Articles 2:138/2:248 of the Dutch Civil Code (improper management in bankruptcy), and determine a defense strategy that suits the facts and the stakes.
Good corporate governance is not a luxury but an operational necessity. We advise on the structuring of management and supervision, amendments to articles of association, regulations, decision-making, conflicts of interest, and the application of relevant governance codes. Our lawyers and in-house counsel work for listed companies, SMEs, family businesses, foundations, associations, and (semi-)public organizations.
Well-structured financing strengthens the company, while poorly structured financing does the opposite. We advise entrepreneurs, directors, and financiers on credit documentation, collateral, subordination, joint and several liability, and intercreditor relationships. Our lawyers and in-house counsel examine not only the financing agreement but also the tax, corporate, and personal law implications.
A merger or acquisition is one of the most impactful decisions in a company's history. We guide the entire transaction, from initial orientation and NDA to Letter of Intent, due diligence, purchase agreement, signing, and closing. Our lawyers and in-house counsel work in fixed teams with tax and employment law specialists, for both the buyer and seller sides.
A conflict between partners or business associates affects both their mutual relationship and their business operations. We advise and litigate in disputes within general partnerships, limited partnerships, professional associations, and informal partnerships. Our lawyers and in-house counsel map out the position, evidence, and course of action, and where possible opt for a workable outcome without losing sight of the litigation position.
When a company is under financial pressure, every week counts. We advise entrepreneurs, directors, financiers, and shareholders on financial restructuring, WHOA proceedings, suspension of payments, bankruptcy, and restarts. Our lawyers and in-house counsel know the rules of the game regarding banks, suppliers, the tax authorities, and bankruptcy trustees, and ensure that you take the right steps at the right time, with attention to directors' liability and fraudulent conveyance risks.
Corporate law governs the legal inner workings of your company: the structure, management, and shareholder relations. It determines who holds what control, how decisions are made, and who is liable for what. When properly arranged, it prevents conflicts; if things go wrong, it provides the avenues to resolve them.
Our lawyers and in-house counsel assist both international corporations and the local entrepreneur — from setting up a holding company to a stalled shareholder dispute.
The right structure and establishment
A well-thought-out structure saves a great deal later on. We advise on the choice of legal form, setting up a holding and operating company structure and forms of cooperation, and draft the articles of association that match. In this way, you structure your company for growth, tax efficiency, and risk mitigation.
Shareholders and the shareholders' agreement
Most conflicts between shareholders can be prevented with clear agreements made in advance. In a shareholders' agreement, you establish decision-making, share transfers, a dispute resolution mechanism, and exit scenarios. We draft these or review your existing agreements against the articles of association.
Management, governance and decision-making
The Board of Directors and the General Meeting of Shareholders each have their own powers. We advise on governance, the division of duties and powers, and legally valid decision-making. Incorrectly taken decisions are voidable or null and void; proper procedure prevents a decision from being overturned later.
Directors' liability
In principle, a director is not personally liable, but is liable in the event of serious misconduct. Internally, Article 2:9 of the Dutch Civil Code applies towards the company; in bankruptcy, Articles 2:138 and 2:248 of the Dutch Civil Code apply; and towards third parties, the tortious act (Article 6:162 of the Dutch Civil Code) applies. In this regard, directors are in principle jointly and severally liable. We assist directors who are held liable, as well as companies or bankruptcy trustees who wish to pursue a director.
Resolving shareholder disputes
If negotiations between shareholders reach an impasse, the statutory dispute resolution mechanism offers a solution: forced acquisition of shares (straining order, Article 2:336 of the Dutch Civil Code) or the right to withdraw (Article 2:343 of the Dutch Civil Code). In cases of suspected mismanagement, an inquiry by the Enterprise Chamber may follow (Article 2:345 of the Dutch Civil Code). We will choose with you between negotiation, a settlement, or recourse to the Enterprise Chamber.
Corporate law for SMEs and the corporate
The top end of the market often focuses solely on large corporations. Not us: our mixed team of lawyers and in-house counsel assists both international corporations and the baker around the corner. Approachable and practical, yet legally sharp — without unnecessary jargon and with a clear path to your goal.
Is it an acquisition or a merger?
For buying, selling, or merging companies, due diligence, and transaction documentation, please visit our corporate, mergers and acquisitions. This page focuses on the ongoing business: shareholders, management, and governance.
What we help with
From structuring your business to resolving a deadlock — our lawyers and legal experts support you in every area of corporate law.
Choice of legal form, incorporation and holding structure
Drafting and reviewing shareholders' agreements and articles of association
Advice on management, governance, and legally valid decision-making
Liability of directors and supervisory board members (Article 2:9 of the Dutch Civil Code)
Shareholder disputes: expulsion and withdrawal (Articles 2:336 and 2:343 of the Dutch Civil Code)
Inquiry procedures before the Enterprise Chamber (Article 2:345 of the Dutch Civil Code)
Restructuring of group structures and share transfer
Disputes between management, shareholders, and the company
When do you engage this team?
Often, there have been issues brewing for some time before they become legal. The sooner you involve us, the more options you retain. If you recognize any of these situations, seeking advice is advisable.
You are establishing a company or want to set up a holding structure
In corporate law, your starting position determines the outcome. Before we send a letter or initiate proceedings, we map out your articles of association, the shareholders' agreement, and the facts. This allows us to choose the route—negotiation, a settlement, or the Enterprise Chamber—that best serves your interests, rather than taking just any step.
Our approach
From question to solution in four steps.
1
Intake
We discuss your company, the relationships, and your objective, and review articles of association and agreements.
2
Analysis
We assess your position against the law and documents and map out opportunities and risks.
3
Strategy
We choose the route — advice, negotiation, settlement, or proceedings — and the involvement of a lawyer or legal expert.
4
Execution
We execute: from drafting documents to litigating before the Enterprise Chamber.
Mr. Jaime BoogaersCorporate Law · Lawyer
As a lawyer, I frequently encounter disputes. Usually, a pragmatic solution is the quickest. However, when a case gets too far out of hand, our experience helps to still reach a good outcome.
Specialists in Corporate Law
Our specialists combine in-depth corporate legal expertise with practical experience in transactions, governance, and disputes for entrepreneurs, directors, and investors.
The corporate law team at MKBjuristen.nl consists of lawyers and in-house counsel specializing in areas including mergers and acquisitions, corporate governance, restructuring and insolvency, financing, shareholder disputes, and directors' liability. Our legal experts have proven their worth in cases involving SME entrepreneurs, family businesses, listed companies, private equity firms, foundations, and (semi-)governmental bodies.
Where necessary, we call upon the expertise of specialist colleagues from other practice groups: employment law (regarding transfer of undertakings or directorships), tax law (regarding structuring, BOR/DSR, VAT), real estate law (regarding asset transactions involving real estate), IT law and privacy (regarding SaaS and data-driven targets), intellectual property law (regarding IP transfer in transactions), and insolvency law (regarding distressed M&A and pre-pack). For international cases, we collaborate with a broad network of foreign correspondents.
Our legal experts look beyond the legal standard and consider evidence, timing, tax implications, and commercial interests. Clients appreciate our accessible approach, direct lines of communication, and clear communication. We have been working for entrepreneurs since 2001, with dozens of legal experts spread across various practice groups.
Frequently asked questions about corporate law
The questions entrepreneurs ask us most often.
When is a director personally liable?
In principle, a director is not personally liable, but is liable in the event of serious misconduct. Internally, Article 2:9 of the Dutch Civil Code applies towards the company; in the event of bankruptcy, Articles 2:138 and 2:248 of the Dutch Civil Code apply; and towards third parties, unlawful acts (Article 6:162 of the Dutch Civil Code) apply. Whether this is the case depends on all the circumstances of the case.
How do I resolve a conflict with a fellow shareholder?
It often starts with the shareholders' agreement and the articles of association. If mutual consultation fails, the statutory dispute resolution mechanism offers a solution: forced acquisition of shares (expulsion, Article 2:336 of the Dutch Civil Code) or withdrawal (Article 2:343 of the Dutch Civil Code). In the event of mismanagement, an inquiry by the Enterprise Chamber may follow (Article 2:345 of the Dutch Civil Code).
Do I need a lawyer or a legal expert?
That depends on your situation. For advice, drafting agreements, and negotiations, an in-house counsel is often sufficient. For legal proceedings, for example before the Enterprise Chamber, a lawyer is mandatory. We have both in-house and determine together with you what suits best.
What do I arrange in a shareholders' agreement?
This includes, among other things, decision-making, the transfer of shares, a dispute resolution mechanism, non-compete and confidentiality agreements, and what happens upon the departure or death of a shareholder. A good agreement prevents most conflicts.
Is corporate law also for small business owners?
Yes. We help both international corporations and the entrepreneur around the corner. Especially for smaller businesses, a good structure and clear agreements prevent major problems later on.
Discuss your situation with a corporate law specialist.Our corporate lawyers and legal experts help both large companies and small business owners move forward. Schedule a meeting and know where you stand within a single session.
